Annual Financial Statements - Marquest Asset Management Inc.
Transcription
Annual Financial Statements - Marquest Asset Management Inc.
MARQUEST MUTUAL FUNDS INC. ANNUAL REPORT Year ended December 31, 2015 ANNUAL REPORT 2015 TABLE OF CONTENTS Auditor's Report Marquest Mutual Funds Inc. - Explorer Series Fund 3 5 Marquest Mutual Funds Inc. - Energy Series Fund 12 Marquest Mutual Funds Inc. - Canadian Flex™ Series Fund 17 Marquest Mutual Funds Inc. - Resource Flex™ Series Fund 23 Marquest Mutual Funds Inc. - Flex Dividend and Income Growth™ Series Fund 28 Notes to the Financial Statements 34 Collins Barrow Toronto LLP Collins Barrow Place 11 King Street West Suite 700, Box 27 Toronto, Ontario M5H 4C7 Canada T. 416.480.0160 F. 416.480.2646 www.collinsbarrow.com INDEPENDENT AUDITORS' REPORT To the Shareholders of Marquest Mutual Funds Inc. We have audited the accompanying financial statements of Marquest Mutual Funds Inc. (the “Funds”) which comprise the statements of financial position as at December 31, 2015 and December 31, 2014, the statements of comprehensive income, changes in net assets attributable to holders of redeemable shares and cash flows for the year ended December 31, 2015 and 2014, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. This office is independently owned and operated by Collins Barrow Toronto LLP The Collins Barrow trademarks are used under License. 3 Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as at December 31, 2015 and 2014 and the results of their financial performance and their cash flows for the years ended December 31, 2015 and 2014, in accordance with International Financial Reporting Standards. Chartered Professional Accountants Licensed Public Accountants March 30, 2016 Toronto, Ontario 4 MARQUEST MUTUAL FUNDS INC. - EXPLORER SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF FINANCIAL POSITION (CDN $) As at, December 31, 2015 ($) December 31, 2014 ($) Assets (Note 2) Current Assets Investments at fair value Cash Other receivable Receivable for investments sold Refundable taxes receivable (Note 4) Receivable from other corporate classes (Note 4) Prepaid fees 3,578,640 1,115,502 105,467 301 1,130,631 15,027 5,945,568 9,519,381 321,221 31,597 3,421,357 204,248 16,298 13,514,102 65,451 84,300 110,931 274,489 535,171 26,075 116,466 32,004 692,544 867,089 5,410,397 12,647,013 5,399,725 6,291 4,381 12,629,773 15,620 1,620 0.31 0.35 0.31 0.59 0.63 0.55 Liabilities (Note 2) Current Liabilities Payable to manager Other payables and accrued expenses Payable on redemption of redeemable shares Payable for investments purchased Income taxes payable Net assets attributable to holders of redeemable shares (Note 3) Net assets attributable to holders of redeemable shares (Note 3) Series A-Rollover Series A-Regular Series F Net assets attributable to holders of redeemable shares per share Series A-Rollover Series A-Regular Series F Approved on behalf of the Board of Directors of Marquest Mutual Funds Inc. "Gerry L. Brockelsby" "Stephen J. Zamin" Gerry L. Brockelsby Director Stephen J. Zamin Director The accompanying notes form an integral part of the financial statements 5 MARQUEST MUTUAL FUNDS INC. - EXPLORER SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF COMPREHENSIVE INCOME (CDN $) For the years ended December 31, 2015 ($) 2014 ($) (70,186) 3,515 291 (6,334) 150,175 2,391 24,600 Income Dividends Interest for distribution purposes Securities lending income Other income Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Foreign exchange gain (loss) on cash Change in net unrealized appreciation (depreciation) on investments (10,525,910) (816) 5,687,552 (4,911,888) Total Income (loss) (6,233,353) 1,200,083 (4,856,104) Expenses (Note 4) Management fees Foreign taxes withheld (Note 5) Transaction costs (Note 6) Operating fees Audit fees Custodian fees Legal fees Independent review committee fees Unitholder reporting costs 185,084 81 286,817 266,668 2,554 31,019 42,283 1,096 21,735 837,337 Total Expenses Increase (decrease) in net assets attributable to holders of redeemable shares from operations 405,850 236,563 408,068 53,406 20,292 33,332 2,315 1,159,826 (5,749,225) (6,015,930) (5,739,500) (6,772) (2,953) (6,008,455) (6,760) (715) (0.29) (0.29) (0.26) (0.27) (0.24) (0.24) Increase (decrease) in net assets attributable to holders of redeemable shares from operations per class Series A-Rollover Series A-Regular Series F Increase (decrease) in net assets attributable to holders of redeemable shares from operations per share Series A-Rollover Series A-Regular Series F The accompanying notes form an integral part of the financial statements 6 MARQUEST MUTUAL FUNDS INC. - EXPLORER SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES (CDN $) For the years ended December 31, 2015 ($) 2014 ($) Series A-Rollover 2015 ($) 2014 ($) Series A-Regular Net assets attributable to holders of redeemable shares, beginning of period 12,629,773 17,224,559 15,620 29,559 Increase (decrease) in net assets attributable to holders of redeemable shares from operations (5,739,500) (6,008,455) (6,772) (6,760) 13,253,990 (14,744,538) (1,490,548) 27,287,448 (25,873,779) 1,413,669 (2,557) (2,557) 1,250 (8,429) (7,179) (7,230,048) (4,594,786) (9,329) (13,939) 5,399,725 12,629,773 6,291 15,620 Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable share transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period 2015 ($) Series F Net assets attributable to holders of redeemable shares, beginning of period Increase (decrease) in net assets attributable to holders of redeemable shares from operations 1,620 (2,953) 2014 ($) 2,335 2015 ($) Total 2014 ($) 12,647,013 17,256,453 (5,749,225) (6,015,930) 13,259,704 (14,747,095) (1,487,391) 27,288,698 (25,882,208) 1,406,490 (715) (7,236,616) (4,609,440) 1,620 5,410,397 12,647,013 (715) Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable unit transactions 5,714 5,714 Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period 2,761 4,381 The accompanying notes form an integral part of the financial statements 7 - MARQUEST MUTUAL FUNDS INC. - EXPLORER SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CASH FLOW (CDN $) For the years ended December 31, 2015 ($) 2014 ($) (5,749,225) (6,015,930) Cash flows from (used in) operating activities Increase (decrease) in net assets attributable to holders of redeemable shares from operations Adjustments for: Foreign exchange loss (gain) on cash Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Change in net unrealized appreciation (depreciation) on investments (Appreciation) depreciation on option premium Purchases of investments Proceeds from sale and maturity of investments Other receivable Refundable taxes receivable Prepaid fees Receivable from other corporate series Payable to manager Other payables and accrued expenses Net cash from (used in) operating activities 816 10,525,910 (5,687,552) - (15,385,858) 16,630,468 (105,467) 1,872,671 1,271 204,248 (26,075) (51,015) 2,230,192 6,233,353 (1,200,083) (25,865,012) 25,400,533 170,334 (10) (185,206) (7,085) (101,700) (1,570,806) 13,259,704 (14,694,799) (1,435,095) 27,288,698 (25,850,204) 1,438,494 (816) 795,097 321,221 1,115,502 (132,312) 453,533 321,221 1,364 (81) - 150,175 2,391 Cash flows from (used in) financing activities Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net cash from (used in) financing activities Foreign exchange loss(gain) on cash Net increase (decrease) in cash Cash (bank indebtedness) at beginning of period Cash (bank indebtedness) at end of period Supplementary disclosures on cash flow from operating activities: Dividends received Foreign taxes paid Interest received The accompanying notes form an integral part of the financial statements 8 MARQUEST MUTUAL FUNDS INC. - EXPLORER SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares, Units or Warrants 950,000 250,000 694,450 1,625,000 1,000,000 1,000,000 1,311,660 500,000 529,410 715,000 450,000 2,500,000 1,000,000 3,000,000 3,000,000 1,978,888 1,244,444 1,000,000 5,119,799 6,500,000 284,615 3,159,666 1,974,500 1,666,666 187,500 5,624,999 640,000 369,280 517 400,000 400,000 1,478,996 264,147 104,500 2,250,000 4,000,000 1,111,111 2,266,667 371,000 284,274 1 14,333,334 800,000 233,333 450,000 375,000 334,741 45,000 160,000 1,333,334 250,000 1,666,667 333,333 125,000 388,888 4,860,666 Expiry Date CANADIAN EQUITIES (64.5%) Base Metals (34.8%) Accord Minerals Corp. (Restricted) Aldever Resources Inc. ALX Uranium Corp., Warrants (Restricted) Appalaches Resources Inc. Argex Titanium Inc. (Restricted) Argex Titanium Inc., Warrants (Restricted) Avalon Rare Metals Inc. Bayfield Ventures Corp., Warrants (Restricted) Beacon Resources Inc. Berkwood Resources Ltd., Warrants Bold Ventures Inc. Bold Ventures Inc., Warrants Canada Carbon Inc., Warrants Carmax Mining Corp. Carmax Mining Corp., Warrants Cartier Iron Corp. Cartier Iron Corp., Warrants Clarion Mining Corp. (Restricted) Commerce Resources Corp. Continental Mining And Smelting Ltd. (Restricted) Copper Fox Metals Inc. (Restricted) Copper North Mining Corp. Copperbank Resources Corp., Warrants Darnley Bay Resources Ltd., Warrants (Restricted) Doubleview Capital Corp., Warrants Eagleridge Minerals Ltd. (Restricted) Explor Resources Inc., Warrants Falco Resources Ltd. First Metals Inc. Gespeg Copper Resources Inc. Gespeg Copper Resources Inc., Warrants (Restricted) Glen Eagle Resources Inc. Gold Reach Resources Ltd. Gold Reach Resources Ltd., Warrants (Restricted) Great Lakes Graphite Inc., Warrants Honey Badger Exploration Inc., Warrants (Restricted) Intrinsic Minerals Ltd. (Restricted) Lamelee Iron Ore Ltd. Laramide Resources Ltd. Laramide Resources Ltd., Warrants (Restricted) Leo Resources Inc. Macdonald Mines Exploration Ltd. Mag Copper Ltd. MGX Minerals Inc. Montan Mining Corp. Montan Mining Corp., Warrants Nemaska Lithium Inc. Nemaska Lithium Inc., Warrants Northern Graphite Corporation, Warrants Rogue Resources Inc. Rogue Resources Inc., Warrants (Restricted) Rogue Resources Inc., Warrants (Restricted) Rogue Resources Inc., Warrants (Restricted) Royal Nickel Corp., Warrants St James Resources Inc. (Restricted) Starfield Resources Inc. *Average cost includes transaction costs. See accompanying notes. 9 Strike Price Average Cost* $ 08/12/2016 $0.27 18/09/2017 $0.15 12/05/2016 $0.00 29/09/2016 $0.10 22/06/2017 19/06/2016 $0.06 $0.40 23/12/2016 $0.35 29/06/2016 $0.35 19/10/2019 11/12/2017 08/08/2016 $0.50 $0.15 $0.25 04/11/2016 $0.10 11/08/2017 $0.15 03/06/2016 10/11/2016 12/12/2019 $0.80 $0.12 $0.05 13/03/2018 $0.45 06/07/2017 $0.25 04/02/2017 09/07/2017 $0.28 $0.80 30/12/2015 26/08/2016 22/09/2016 11/07/2016 $0.12 $0.17 $0.17 $0.80 95,000 50,000 145,405 125,000 419,731 1 1 22,500 90,000 3 207,783 70,000 488,986 1,000,000 37,000 189,580 830,000 107,091 12 20,000 129,579 199,075 1 150,000 45,333 93,678 286,667 50,000 70,000 81,000 60,253 133,333 2 10,000 350,000 14,303 Fair Value $ 1 45,000 1 2 35,000 1 170,516 1 1 1 7,875 3 1 90,000 3 59,367 1 1 383,985 7 35,577 94,790 9,873 2 6 1 97,859 3 15,000 133,110 26,415 2 4 1 39,667 105,735 71,666 28,000 46,667 9,000 147,286 7,200 120,000 2 1,875 5 MARQUEST MUTUAL FUNDS INC. - EXPLORER SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares, Units or Warrants Expiry Date 8,672,800 6,692,308 2,000,000 750,000 3,771,428 1,112,000 500,000 450,000 2,000,000 2,500,000 CANADIAN EQUITIES (CONT.) (64.5%) Base Metals (cont.) (34.8%) Superior Canadian Resources Inc. Tamerlane Ventures Inc. Tantalex Resources Corp. Tantalex Resources Corp., Warrants The Magpie Mines Inc. (Restricted) Wallbridge Mining Co., Ltd. Wolfden Resources Corp., Warrants (Restricted) Ximen Mining Corp., Warrants Xmet Inc. Xmet Inc., Warrants (Restricted) 40,000 24,000 400,000 1,200,000 577,909 150,000 93,950 141,314 1,400,000 100,000 3,800,000 2,750,000 538,096 416,666 1,011,905 416,666 2,871,409 8,000,000 3,550,000 2,363,636 1,075,000 1,650,000 2,483,333 146,016 354,726 230,230 700,975 412,500 700,000 800,000 565,000 565,000 757,450 3,048,333 93,333 222,222 157,777 211,539 88,916 268,264 86,100 1,250,000 466,665 Precious Metals (27.8%) Almaden Minerals Ltd., Warrants Almadex Minerals Ltd., Warrants Amex Exploration Inc. Amex Exploration Inc., Warrants Balmoral Resouces Ltd. (Restricted) Banks Island Gold Ltd., Warrants (Restricted) Banks Island Gold Ltd., Warrants (Restricted) Claude Resources Inc. Decade Resources Ltd., Warrants (Restricted) Decade Resources Ltd., Warrants (Restricted) Dolly Silver Corp. (Restricted) Everton Resouces Inc. Garibaldi Resources Corp. Garibaldi Resources Corp. (Restricted) Garibaldi Resources Corp., Warrants Garibaldi Resources Corp., Warrants Gold Bullion Development Corp. Gold Bullion Development Corp., Warrants Gold Bullion Development Corp., Warrants Goldeye Explorations Ltd. GTA Resources and Mining Inc. Harte Gold Corp. Harte Gold Corp., Warrants IDM Mining Ltd., Warrants (Restricted) Integra Gold Corp. Marathon Gold Corp. Metanor Resources Inc. Metanor Resources Inc., Warrants Metanor Resources Inc., Warrants (Restricted) Red Pine Exploration, Warrants (Restricted) Sandspring Resources Ltd. Sandspring Resources Ltd., Warrants (Restricted) Shore Gold Inc. Solid Gold Resources Corp. Treasury Metals Inc. (Restricted) Treasury Metals Inc. (Restricted) Treasury Metals Inc., Warrants (Restricted) Veris Gold Corp., Warrants Veris Gold Corp., Warrants Veris Gold Corp., Warrants Wesdome Gold Mines Ltd. Yamana Gold Inc., Warrants (Restricted) Yankee Hat Minerals Ltd. Strike Price Average Cost* $ *Average cost includes transaction costs. See accompanying notes. 10 10/03/2016 $0.15 18/12/2016 30/12/2016 $0.30 $0.25 21/11/2017 $0.05 11/02/2016 11/02/2016 $2.00 $2.00 21/11/2016 $0.15 20/06/2016 16/09/2016 $0.60 $0.60 23/12/2016 29/12/2016 $0.15 $0.15 22/06/2016 22/12/2017 $0.30 $0.20 23/12/2016 30/12/2016 $0.10 $0.10 23/06/2016 19/09/2016 $0.15 $0.55 13/05/2016 27/03/2018 18/12/2017 $0.30 $0.05 $0.25 11/09/2020 $0.30 24/09/2018 16/08/2016 16/08/2016 02/12/2016 $0.55 $0.50 $0.50 $0.90 15/01/2016 $7.18 99,364 133,846 200,500 850,000 33,360 10,000 6,898,387 12,000 254,280 110,931 1 950,000 82,500 72,643 50,000 1 88,686 1 108,864 43,000 115,500 1 115,286 48,348 35,725 113,000 144,673 110,502 42,000 100,000 119,679 1 41,200 2,758,822 Fair Value $ 9 7 40,000 1 21,874 27,800 1 10,000 3 1,881,208 15,000 1 248,501 110,225 1 27,500 69,952 54,166 1 86,142 8 4 47,273 34,938 148,500 2 120,607 33,959 24,534 1 1 81,925 1 132,554 3 46,667 111,111 109,347 1 1,502,925 MARQUEST MUTUAL FUNDS INC. - EXPLORER SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares, Units or Warrants 83,900 272,222 2,706,333 248,750 138,454 833,300 Expiry Date Strike Price CANADIAN EQUITIES (CONT.) (64.5%) Oil & Gas (1.1%) NexGen Energy Ltd. $ Energy (0.8%) Aldrin Resource Corp., Warrants (Restricted) Appia Energy Corp. Miyoshi Eisei Kogyosha K.K., Warrants Petrolympic Ltd., Warrants (Restricted) Uracan Resources Ltd. 12/03/2016 $0.84 10/07/2016 27/09/2016 $0.17 $0.42 TOTAL CANADIAN EQUITIES 1,038,681 187,500 Average Cost* UNITED STATES EQUITIES (1.6%) Base Metals (1.6%) Energizer Resources Inc. Energizer Resources Inc., Warrants (Restricted) 04/05/2018 TOTAL UNITED STATES EQUITIES Total cost and fair value of investments (66.1%) Transaction costs (note 7) Total investments Other assets (net) (33.9%) Total net assets $0.14 63,345 Fair Value $ 60,408 1,184,450 10,416 1,194,866 27,063 18,748 45,811 10,915,420 3,490,352 156,931 156,931 88,288 88,288 156,931 88,288 11,072,351 (2,817) 11,069,534 1,831,757 $ 12,901,291 $ 3,578,640 3,578,640 1,831,757 5,410,397 *Average cost includes transaction costs. See accompanying notes. PORTFOLIO CONCENTRATION (CDN $) % of Fund's Net Assets December 31, December 31, 2015 2014 36.40% 35.01% 1.96% 13.12% 27.78% 27.14% 33.86% 24.73% 100.00% 100.00% Sector Base Metals Energy Precious Metals Other Assets Less Liabilities Total See accompanying notes. 11 MARQUEST MUTUAL FUNDS INC. - ENERGY SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF FINANCIAL POSITION (CDN $) As at, December 31, 2015 ($) December 31, 2014 ($) Assets (Note 2) Current Assets Investments at fair value Cash Accrued dividend receivable Receivable for investments sold Refundable taxes receivable (Note 4) Prepaid fees 185,522 200,894 332 104,448 15,027 506,223 475,858 353,548 758 26,544 204,290 16,298 1,077,296 9,034 9,034 1,758 10,432 204,290 216,480 497,189 860,816 495,092 2,097 857,983 2,833 0.22 0.28 0.29 0.38 Liabilities (Note 2) Current Liabilities Payable to Manager Other payables and accrued expenses Payable to other corporate series Net assets attributable to holders of redeemable shares (Note 3) Net assets attributable to holders of redeemable shares (Note 3) Series A-Rollover Series A-Regular Net assets attributable to holders of redeemable shares per share Series A-Rollover Series A-Regular Approved on behalf of the Board of Directors of Marquest Mutual Funds Inc. "Gerry L. Brockelsby" "Stephen J. Zamin" Gerry L. Brockelsby Director Stephen J. Zamin Director The accompanying notes form an integral part of the financial statements 12 MARQUEST MUTUAL FUNDS INC. - ENERGY SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF COMPREHENSIVE INCOME (CDN $) For the years ended December 31, 2015 ($) 2014 ($) 8,587 2 10 - 14,543 361 8,340 (575,470) 466,703 (100,168) 42,712 (178,376) (112,420) Income Dividends Interest for distribution purposes Securities lending income Other income Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Change in net unrealized appreciation (depreciation) on investments Total Income (loss) Expenses (Note 4) Management fees Transaction costs (Note 6) Interest charges Operating fees Audit fees Custodian fees Legal fees Independent review committee fees Unitholder reporting costs 14,473 1,855 7 22,905 585 4,787 18,884 82 4,556 68,134 Total Expenses Increase (decrease) in net assets attributable to holders of redeemable shares from operations 26,241 11,188 36,264 253 1,312 7,296 174 82,728 (168,302) (195,148) (167,566) (736) (194,409) (739) (0.06) (0.10) (0.06) (0.11) Increase (decrease) in net assets attributable to holders of redeemable shares from operations per class Series A-Rollover Series A-Regular Increase (decrease) in net assets attributable to holders of redeemable shares from operations per share Series A-Rollover Series A-Regular The accompanying notes form an integral part of the financial statements 13 MARQUEST MUTUAL FUNDS INC. - ENERGY SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES (CDN $) For the years ended December 31, 2015 ($) 2014 ($) Series A-Rollover Net assets attributable to holders of redeemable shares, beginning of period Increase (decrease) in net assets attributable to holders of redeemable shares from operations 857,983 1,150,661 2015 ($) 2014 ($) Series A-Regular 2,833 (736) 2,361 (167,566) (194,409) (739) 7,284 (202,609) (195,325) 397,056 (495,325) (98,269) (362,891) (292,678) (736) 472 495,092 857,983 2,097 2,833 Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable share transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period - 2015 ($) Total Net assets attributable to holders of redeemable shares, beginning of period Increase (decrease) in net assets attributable to holders of redeemable shares from operations 860,816 4,036 (2,825) 1,211 2014 ($) 1,153,022 (168,302) (195,148) 7,284 (202,609) (195,325) 401,092 (498,150) (97,058) (363,627) (292,206) 497,189 860,816 Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable unit transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period The accompanying notes form an integral part of the financial statements 14 MARQUEST MUTUAL FUNDS INC. - ENERGY SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CASH FLOW (CDN $) For the years ended December 31, 2015 ($) 2014 ($) (168,302) (195,148) 575,470 (466,703) (234,942) 443,055 426 99,842 1,271 (1,758) (204,290) (1,398) 42,671 (42,721) 178,376 (1,387,728) 1,729,377 2,534 (170,377) (10) (756) 161,138 (8,462) 266,223 7,284 (202,609) (195,325) 401,092 (498,150) (97,058) (152,654) 353,548 200,894 169,165 184,383 353,548 9,013 2 (7) 17,077 361 - Cash flows from (used in) operating activities Increase (decrease) in net assets attributable to holders of redeemable shares from operations Adjustments for: Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Change in net unrealized appreciation (depreciation) on investments Purchases of investments Proceeds from sale and maturity of investments Accrued dividend receivable Refundable taxes receivable Prepaid fees Payable to Manager Payable to other corporate series Other payables and accrued expenses Net cash from (used in) operating activities Cash flows from (used in) financing activities Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net cash from (used in) financing activities Net increase (decrease) in cash Cash (bank indebtedness) at beginning of period Cash (bank indebtedness) at end of period Supplementary disclosures on cash flow from operating activities: Dividends received Interest received Interest paid The accompanying notes form an integral part of the financial statements 15 MARQUEST MUTUAL FUNDS INC. - ENERGY SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares 833,334 3,652 166,666 95,000 1,091 6,643 430 6,098 343 1,655 34,706 402 Average Cost* CANADIAN EQUITIES (37.3%) Oil & Gas (28.3%) Birch Lake Energy Inc. Crew Energy Inc. Golden Coast Energy Corp. Petrolia Inc. Seven Generations Energy Ltd. Spartan Energy Corp. Suncor Energy Inc. Tamarack Valley Energy Ltd. TransCanada Corp. Whitecap Resources Inc. $ 4,167 16,581 4,167 28,500 16,511 28,432 19,862 31,862 17,038 17,539 184,659 Fair Value $ 4,167 14,790 833 26,600 14,707 15,677 15,360 18,233 15,500 15,011 140,878 Uranium (5.7%) Fission Uranium Corp. 43,917 28,459 Oil & Gas Services (3.3%) Keyera Corp. 17,919 16,185 TOTAL CANADIAN EQUITIES 246,495 185,522 Total cost and fair value of investments (37.3%) Transaction costs (note 7) Total investments Other assets (net) (62.7%) Total net assets 246,495 (106) 246,389 311,667 558,056 $ 185,522 185,522 311,667 497,189 $ *Average cost includes transaction costs. See accompanying notes. PORTFOLIO CONCENTRATION (CDN $) % of Fund's Net Assets December 31, December 31, 2015 2014 28.33% 29.78% 3.26% 16.42% 5.72% 3.50% 0.00% 5.58% 62.69% 44.72% 100.00% 100.00% Sector Oil & Gas Oil & Gas Services Uranium Utilities Other Assets Less Liabilities Total See accompanying notes. 16 MARQUEST MUTUAL FUNDS INC. - CANADIAN FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF FINANCIAL POSITION (CDN $) As at, December 31, 2015 ($) December 31, 2014 ($) Assets (Note 2) Current Assets Investments at fair value Cash Accrued dividend receivable Refundable taxes receivable (note 4) Prepaid fees 456,657 36,390 1,171 100,557 594,775 903,297 111,058 1,791 16,299 1,032,445 11,069 11,069 1,856 11,871 13,727 583,706 1,018,718 470,089 14,179 99,438 878,162 33,708 4,750 102,098 7.65 7.99 9.02 8.04 8.39 8.09 9.26 Liabilities (Note 2) Current Liabilities Payable to Manager Other payables and accrued expenses Net assets attributable to holders of redeemable shares (Note 3) Net assets attributable to holders of redeemable shares (Note 3) Series A-Regular Series Low load DSC Series F Series I Net assets attributable to holders of redeemable shares per share Series A-Regular Series Low load DSC Series F Series I Approved on behalf of the Board of Directors of Marquest Mutual Funds Inc. "Gerry L. Brockelsby" "Stephen J. Zamin" Gerry L. Brockelsby Director Stephen J. Zamin Director The accompanying notes form an integral part of the financial statements 17 MARQUEST MUTUAL FUNDS INC. - CANADIAN FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF COMPREHENSIVE INCOME (CDN $) For the years ended December 31, 2015 ($) 2014 ($) 11,487 293 82 - 17,915 69 3,166 95,806 (11) (18,818) 88,839 190,273 (171,167) 40,256 16,171 248 7,883 9 28,837 550 6,866 18,568 101 4,765 83,998 24,976 14 18,985 44,730 1,566 1,035 9,782 182 101,270 4,841 (61,014) 6,755 555 191 (2,660) (54,913) (2,489) 1,338 (4,950) 0.08 0.22 0.32 (0.24) (0.45) (0.58) 0.55 (0.45) Income Dividends Interest for distribution purposes Securities lending income Distribution from investment trusts Other income Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Foreign exchange gain (loss) on cash Change in net unrealized appreciation (depreciation) on investments Total Income (loss) Expenses (Note 4) Management fees Foreign taxes withheld (Note 5) Transaction costs (Note 6) Interest charges Operating fees Audit fees Custodian fees Legal fees Independent review committee fees Unitholder reporting costs Total Expenses Increase (decrease) in net assets attributable to holders of redeemable shares from operations Increase (decrease) in net assets attributable to holders of redeemable shares from operations per class Series A-Regular Series Low load DSC Series F Series I Increase (decrease) in net assets attributable to holders of redeemable shares from operations per share Series A-Regular Series Low load DSC Series F Series I The accompanying notes form an integral part of the financial statements 18 MARQUEST MUTUAL FUNDS INC. - CANADIAN FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES (CDN $) For the years ended December 31, 2015 ($) 2014 ($) Series A-Regular Net assets attributable to holders of redeemable shares, beginning of period 878,162 Increase (decrease) in net assets attributable to holders of redeemable shares from operations 6,755 1,228,496 (54,913) 2015 ($) 2014 ($) Series Low Load DSC 33,708 555 51,070 (2,489) Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable share transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period (414,828) (414,828) 7,800 (303,221) (295,421) (20,084) (20,084) (14,873) (14,873) (408,073) (350,334) (19,529) (17,362) 470,089 878,162 14,179 33,708 2015 ($) Series F 2014 ($) Net assets attributable to holders of redeemable shares, beginning of period Increase (decrease) in net assets attributable to holders of redeemable shares from operations 2015 ($) Series I 2014 ($) 107,048 4,750 47,975 102,098 191 1,338 (2,660) (4,950) Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable unit transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares (4,941) (4,941) (44,563) (44,563) (4,750) (43,225) (2,660) (4,950) 4,750 99,438 102,098 Net assets attributable to holders of redeemable shares, end of period - - 2015 ($) Total Net assets attributable to holders of redeemable shares, beginning of period 1,018,718 Increase (decrease) in net assets attributable to holders of redeemable shares from operations 4,841 - 2014 ($) 1,434,589 (61,014) Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable unit transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period The accompanying notes form an integral part of the financial statements 19 (439,853) (439,853) 7,800 (362,657) (354,857) (435,012) (415,871) 583,706 1,018,718 MARQUEST MUTUAL FUNDS INC. - CANADIAN FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CASH FLOW (CDN $) For the years ended December 31, 2015 ($) 2014 ($) 4,841 (61,014) 11 - Cash flows from (used in) operating activities Increase (decrease) in net assets attributable to holders of redeemable shares from operations Adjustments for: Foreign exchange loss (gain) on cash Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Change in net unrealized appreciation (depreciation) on investments Purchases of investments Proceeds from sale and maturity of investments Accrued dividend receivable Refundable taxes receivable Prepaid fees Payable to Manager Payable to other corporate series Other payables and accrued expenses Net cash from (used in) operating activities (95,803) 18,818 (1,213,983) 1,737,608 620 (100,557) 16,299 (1,856) (802) 365,196 (190,270) 171,167 (2,767,515) 3,216,235 1,159 (11) (633) (8,227) (1,679) 359,212 (439,853) (439,853) 7,800 (372,268) (364,468) (11) (74,657) 111,058 36,390 (5,256) 116,314 111,058 12,107 (248) (9) 19,074 (14) - Cash flows from (used in) financing activities Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net cash from (used in) financing activities Foreign exchange loss(gain) on cash Net decrease in cash Cash (bank indebtedness) at beginning of period Cash (bank indebtedness) at end of period Supplementary disclosures on cash flow from operating activities: Dividends received Foreign taxes paid Interest paid The accompanying notes form an integral part of the financial statements 20 MARQUEST MUTUAL FUNDS INC. - CANADIAN FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares, Units or Warrants 500 12,635 310 1,800 339 330 3,000 600 700 22,000 873 Expiry Date Strike Price CANADIAN EQUITIES (51.6%) Consumer Discretionary (16.0%) Amaya Gaming Groups Inc. Brick Brewing Co., Ltd. Gildan Activewear Inc. Performance Sports Group Ltd. Uni-Select Inc. $ Industrial (7.3%) Boyd Group Income Fund Nanotech Security Corp. New Flyer Industries Inc. Energy (6.1%) Cenovus Energy Inc. Nexgen Energy Ltd., Warrants Parkland Fuel Corp. 614 1,159 Consumer Staples (5.9%) AGT Food & Ingredients Inc. Clearwater Seafoods Inc. 2,200 8,565 Information Technology (5.0%) Absolute Software Corp. Urthecast Corp. Average Cost* 26/03/2016 $0.65 13,920 19,612 9,553 31,824 9,639 84,548 Fair Value $ 8,715 25,270 12,195 24,012 23,225 93,417 19,190 4,230 15,669 39,089 21,813 3,900 16,992 42,705 13,016 18,674 31,690 12,250 2,970 20,332 35,552 11,207 12,320 23,527 20,870 13,896 34,766 17,943 17,973 35,916 16,390 12,933 29,323 411 Health Care (4.0%) Concordia Healthcare Corp. 15,298 23,238 658 Telecommunication Services (3.4%) Manitoba Telecom Services Inc. 17,995 19,589 400 Financials (1.4%) Manulife Financial Corp. 8,956 8,296 Utilities (1.3%) TransAlta Corp. 9,290 7,365 Materials (1.2%) West Fraser Timber Co., Ltd. 5,817 6,829 272,126 301,080 7,395 15,729 19,143 42,267 9,258 14,377 20,541 44,176 19,806 20,917 40,723 23,776 13,346 37,122 24,732 27,111 1,500 130 TOTAL CANADIAN EQUITIES 396 200 150 UNITED STATES EQUITIES (26.6%) Financials (7.6%) Bank of America Corp. Citigroup Inc. McGraw Hill Financial Inc. 22 160 Information Technology (6.3%) Alphabet Inc., Class A Western Digital Corp. 190 Health Care (4.6%) Johnson & Johnson *Average cost includes transaction costs. See accompanying notes. 21 MARQUEST MUTUAL FUNDS INC. - CANADIAN FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares, Units or Warrants Expiry Date 130 100 UNITED STATES EQUITIES (CONT.) (26.6%) Consumer Staples (4.4%) Ingredion Inc. Wal-Mart Stores Inc. 700 Energy (2.5%) Kinder Morgan Inc. 82 Strike Price Average Cost* $ 15,176 8,105 23,281 Fair Value $ 17,307 8,515 25,822 15,391 14,508 5,140 6,838 TOTAL UNITED STATES EQUITIES 151,534 155,577 Total cost and fair value of investments (78.2%) Transaction costs (note 7) Total investments Other assets (net) (21.8%) Total net assets 423,660 (364) 423,296 127,049 550,345 $ 456,657 456,657 127,049 583,706 Consumer Discretionary (1.2%) Starbucks Corp. $ *Average cost includes transaction costs. See accompanying notes. PORTFOLIO CONCENTRATION (CDN $) % of Fund's Net Assets December 31, December 31, 2015 2014 17.18% 10.90% 10.38% 19.28% 8.57% 2.30% 8.99% 5.76% 8.62% 9.56% 7.32% 2.89% 11.38% 31.54% 1.17% 14.48% 3.36% 2.86% 1.26% 0.00% 21.77% 0.43% 100.00% 100.00% Sector Consumer Discretionary Consumer Staples Energy Financials Healthcare Industrials Products Information Technology Materials Telecommunication Services Utilities Other Assets Less Liabilities Total See accompanying notes. 22 MARQUEST MUTUAL FUNDS INC. - RESOURCE FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF FINANCIAL POSITION (CDN $) As at, December 31, 2015 ($) December 31, 2014 ($) Assets (Note 2) Current Assets Investments at fair value Cash Accrued dividend receivable Receivable for investments sold Refundable taxes receivable (Note 4) Prepaid fees 50,214 105,684 119 26,728 182,745 239,530 46,020 442 30,067 16,298 332,357 6,213 6,213 678 6,847 7,525 176,532 324,832 176,226 306 - 324,424 408 - 2.89 3.06 - 3.92 4.08 - Liabilities (Note 2) Current Liabilities Payable to Manager Other payables and accrued expenses Net assets attributable to holders of redeemable shares (Note 3) Net assets attributable to holders of redeemable shares (Note 3) Series A-Regular Series F Series I Net assets attributable to holders of redeemable shares per share Series A-Regular Series F Series I Approved on behalf of the Board of Directors of Marquest Mutual Funds Inc. "Gerry L. Brockelsby" "Stephen J. Zamin" Gerry L. Brockelsby Director Stephen J. Zamin Director The accompanying notes form an integral part of the financial statements 23 MARQUEST MUTUAL FUNDS INC. - RESOURCE FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF COMPREHENSIVE INCOME (CDN $) For the years ended December 31, 2015 ($) 2014 ($) Income Dividends Interest for distribution purposes Securities lending income Other income Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Change in net unrealized appreciation (depreciation) on investments 3,418 5 1 - Total Income (loss) 9,590 195 6,969 (92,171) 58,224 (30,523) (13,012) (122,483) (118,741) 4,876 740 7 9,236 (235) 4,653 16,831 17 3,637 39,762 11,260 3,399 24,378 (2,484) 528 7,000 93 44,174 (70,285) (162,915) (70,183) (102) - (131,859) (142) (30,914) (1.01) (1.02) - (1.42) (1.42) (1.44) Expenses (Note 4) Management fees Transaction costs (Note 6) Interest charges Operating fees Audit fees Custodian fees Legal fees Independent review committee fees Unitholder reporting costs Total Expenses Increase (decrease) in net assets attributable to holders of redeemable shares from operations Increase (decrease) in net assets attributable to holders of redeemable shares from operations per class Series A-Regular Series F Series I Increase (decrease) in net assets attributable to holders of redeemable shares from operations per share Series A-Regular Series F Series I The accompanying notes form an integral part of the financial statements 24 MARQUEST MUTUAL FUNDS INC. - RESOURCE FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES (CDN $) For the years ended December 31, 2015 ($) 2014 ($) Series A-Regular 2015 ($) Series F 2014 ($) Net assets attributable to holders of redeemable shares, beginning of period 324,424 500,765 Increase (decrease) in net assets attributable to holders of redeemable shares from operations (70,183) (131,859) (78,015) (78,015) 128,183 (172,665) (44,482) (148,198) (176,341) (102) (142) 176,226 324,424 306 408 408 (102) 550 (142) Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable share transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period 2015 ($) 2014 ($) - 2015 ($) Series I - 2014 ($) Total Net assets attributable to holders of redeemable shares, beginning of period - 126,536 324,832 627,851 Increase (decrease) in net assets attributable to holders of redeemable shares from operations - (30,914) (70,285) (162,915) - (95,622) (95,622) (78,015) (78,015) 128,183 (268,287) (140,104) Net Increase (decrease) in net assets attributable to holders of redeemable shares - (126,536) (148,300) (303,019) Net assets attributable to holders of redeemable shares, end of period - 176,532 324,832 Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable unit transactions The accompanying notes form an integral part of the financial statements 25 - MARQUEST MUTUAL FUNDS INC. - RESOURCE FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CASH FLOW (CDN $) For the years ended December 31, 2015 ($) 2014 ($) (70,285) (162,915) 92,171 (58,224) (45,529) 230,965 323 (26,728) 16,298 (678) (634) 137,679 13,012 122,483 (543,868) 625,317 1,621 (10) (293) (11,124) (2,354) 41,869 (78,015) (78,015) 128,183 (268,287) (140,104) 59,664 46,020 105,684 (98,235) 144,255 46,020 Cash flows from (used in) operating activities Increase (decrease) in net assets attributable to holders of redeemable shares from operations Adjustments for: Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Change in net unrealized appreciation (depreciation) on investments Purchases of investments Proceeds from sale and maturity of investments Accrued dividend receivable Refundable taxes receivable Prepaid fees Payable to Manager Payable to other corporate series Other payables and accrued expenses Net cash from (used in) operating activities Cash flows from (used in) financing activities Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net cash from (used in) financing activities Net increase (decrease) in cash Cash (bank indebtedness) at beginning of period Cash (bank indebtedness) at end of period Supplementary disclosures on cash flow from operating activities: Dividends received Interest received Interest paid 3,741 5 (7) The accompanying notes form an integral part of the financial statements 26 11,211 195 - MARQUEST MUTUAL FUNDS INC. - RESOURCE FLEX™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares 3,299 154 3,096 123 591 143 13,408 Average Cost* CANADIAN EQUITIES (28.4%) Oil & Gas (18.9%) Spartan Energy Corp. Suncor Energy Inc. Tamarack Valley Energy Ltd. TransCanada Corp. Whitecap Resources Inc. $ Oil & Gas Services (3.3%) Keyera Corp. 14,120 5,220 16,177 6,110 6,263 47,890 Fair Value $ 7,786 5,501 9,257 5,558 5,360 33,462 6,374 5,757 Uranium (6.2%) Fission Uranium Corp. 18,771 10,995 TOTAL CANADIAN EQUITIES 73,035 50,214 73,035 73,035 126,318 199,353 50,214 50,214 126,318 176,532 Total cost and fair value of investments (28.4%) Transaction costs (note 7) Total investments Other assets (net) (71.6%) Total net assets $ $ *Average cost includes transaction costs. See accompanying notes. PORTFOLIO CONCENTRATION (CDN $) % of Fund's Net Assets December 31, December 31, 2015 2014 18.95% 43.80% 3.26% 26.13% 6.23% 3.81% 71.56% 26.26% 100.00% 100.00% Sector Oil & Gas Oil & Gas Services Uranium Other Assets Less Liabilities Total See accompanying notes. 27 MARQUEST MUTUAL FUNDS INC. - FLEX DIVIDEND AND INCOME GROWTH™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF FINANCIAL POSITION (CDN $) As at, December 31, 2015 ($) December 31, 2014 ($) Assets (Note 2) Current Assets Investments at fair value Cash Accrued dividend receivable Refundable taxes receivable (Note 4) Prepaid fees 7,988,584 1,298,844 21,621 620,252 15,027 9,944,328 8,090,251 1,638,603 23,842 16,298 9,768,994 109,926 109,926 17,260 79,278 23,099 119,637 9,834,402 9,649,357 7,374,406 2,380,418 79,578 7,200,251 2,371,154 77,952 13.80 13.00 15.92 13.85 12.83 15.59 Liabilities (Note 2) Current Liabilities Payable to Manager Other payables and accrued expenses Payable on redemption of redeemable shares Net assets attributable to holders of redeemable shares (Note 3) Net assets attributable to holders of redeemable shares (Note 3) Series A-Regular Series F Series I Net assets attributable to holders of redeemable shares per share Series A-Regular Series F Series I Approved on behalf of the Board of Directors of Marquest Mutual Funds Inc. "Gerry L. Brockelsby" "Stephen J. Zamin" Gerry L. Brockelsby Director Stephen J. Zamin Director The accompanying notes form an integral part of the financial statements 28 MARQUEST MUTUAL FUNDS INC. - FLEX DIVIDEND AND INCOME GROWTH™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF COMPREHENSIVE INCOME (CDN $) For the years ended December 31, 2015 ($) 2014 ($) 234,436 2 2,068 4,622 - 293,312 1,682 1,473 Income Dividends Interest for distribution purposes Securities lending income Distribution from investment trusts Other income Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Foreign exchange gain (loss) on cash Change in net unrealized appreciation (depreciation) on investments 108,518 (4,129) 282,072 627,589 Total Income (loss) 1,280,645 (1,027,949) 549,163 Expenses (Note 4) Management fees Foreign taxes withheld (Note 5) Transaction costs (Note 6) Interest charges Operating fees Audit fees Custodian fees Legal fees Independent Review Committee fees Unitholder reporting costs Total Expenses 188,490 4,801 57,581 7 328,415 25,760 6,711 47,224 1,361 25,532 685,882 207,090 355 58,392 326,922 45,270 8,830 38,887 1,528 687,274 Increase (decrease) in net assets attributable to holders of redeemable shares from operations (58,293) (138,111) (94,758) 34,839 1,626 (107,118) (31,474) 481 (0.18) 0.19 0.33 (0.20) (0.18) 0.10 Increase (decrease) in net assets attributable to holders of redeemable shares from operations per class Series A-Regular Series F Series I Increase (decrease) in net assets attributable to holders of redeemable shares from operations per share Series A-Regular Series F Series I The accompanying notes form an integral part of the financial statements 29 MARQUEST MUTUAL FUNDS INC. - FLEX DIVIDEND AND INCOME GROWTH™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES (CDN $) For the years ended December 31, 2015 ($) 2014 ($) Series A-Regular Net assets attributable to holders of redeemable shares, beginning of period Increase (decrease) in net assets attributable to holders of redeemable shares from operations 7,200,251 7,595,146 (94,758) (107,118) 2,640,727 (2,371,814) 268,913 1,860,646 (2,148,423) (287,777) 2015 ($) Series F 2,371,154 2014 ($) 2,144,024 34,839 (31,474) 155,950 (181,525) (25,575) 336,267 (77,663) 258,604 Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable share transactions Net Increase (decrease) in net assets attributable to holders of redeemable shares Net assets attributable to holders of redeemable shares, end of period 174,155 (394,895) 7,374,406 7,200,251 2015 ($) Series I Net assets attributable to holders of redeemable shares, beginning of period 2014 ($) 9,264 2,380,418 2015 ($) Total 227,130 2,371,154 2014 ($) 77,952 77,471 9,649,357 9,816,641 1,626 481 (58,293) (138,111) - - 2,796,677 (2,553,339) 243,338 2,196,913 (2,226,086) (29,173) Net Increase (decrease) in net assets attributable to holders of redeemable shares 1,626 481 Net assets attributable to holders of redeemable shares, end of period 79,578 Increase (decrease) in net assets attributable to holders of redeemable shares from operations Redeemable share transactions (Note 3) Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net redeemable unit transactions The accompanying notes form an integral part of the financial statements 30 77,952 185,045 (167,284) 9,834,402 9,649,357 MARQUEST MUTUAL FUNDS INC. - FLEX DIVIDEND AND INCOME GROWTH™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 STATEMENTS OF CASH FLOW (CDN $) For the years ended December 31, 2015 ($) 2014 ($) (58,293) (138,111) Cash flows from (used in) operating activities Increase (decrease) in net assets attributable to holders of redeemable shares from operations Adjustments for: Foreign exchange loss (gain) on cash Net realized gain (loss) on sale of investments, including foreign exchange gain (loss) Change in net unrealized appreciation (depreciation) on investments Purchases of investments Proceeds from sale and maturity of investments Accrued dividend receivable Refundable taxes receviable Prepaid fees Receivable from other corporate series Payable to Manager Other payables and accrued expenses Net cash from (used in) operating activities 4,129 (108,518) (282,072) (14,759,857) 15,252,114 2,221 (620,252) 1,271 - (17,260) 30,648 (555,869) (1,280,645) 1,027,949 (15,516,270) 16,744,117 7,871 (10) 43,461 409 18,306 907,077 2,796,677 (2,576,438) 220,239 2,196,913 (2,202,987) (6,074) (4,129) (335,630) 1,638,603 1,298,844 901,003 737,600 1,638,603 Cash flows from (used in) financing activities Proceeds from sale of redeemable shares Amounts paid on redemption of redeemable shares Net cash from (used in) financing activities Foreign exchange loss(gain) on cash Net increase (decrease) in cash Cash at beginning of period Cash at end of period Supplementary disclosures on cash flow from operating activities: Dividends received Foreign taxes paid Interest received Interest paid 236,657 (4,801) 2 (7) The accompanying notes form an integral part of the financial statements 31 301,183 (355) 1,682 - MARQUEST MUTUAL FUNDS INC. - FLEX DIVIDEND AND INCOME GROWTH™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares Average Cost* 4,720 13,687 9,640 5,500 CANADIAN EQUITIES (52.8%) Industrial (10.5%) Boyd Group Income Fund CAE Inc. New Flyer Industries Inc. WSP Global Inc. 109 7,040 15,500 5,493 Consumer Discretionary (9.1%) Amaya Inc. Preferred Shares Gildan Activewear Inc. Liquor Stores N.A. Ltd. Uni-Select Inc. 7,687 10,940 78,428 15,800 Energy (7.1%) Cameco Corp. Cenovus Energy Inc. CWC Energy Services Corp. Parkland Fuel Corp. 50,700 14,200 12,300 Financials (5.0%) Edgefront REIT Manulife Financial Corp. Tricon Capital Group Inc. 6,007 20,705 Consumer Staples (4.6%) AGT Food & Ingredients Inc. Clearwater Seafoods Inc. 7,908 Health Care (4.5%) Concordia Healthcare Corp. 2,400 9,217 Telecommunication Services (4.1%) BCE Inc. Manitoba Telecom Services Inc. 17,932 23,750 Utilities (3.8%) Boralex Inc. TransAlta Corp. 27,000 44,107 Information Technology (2.7%) Absolute Software Corp. Urthecast Corp. 2,640 $ Materials (1.4%) West Fraser Timber Co., Ltd. TOTAL CANADIAN EQUITIES 6,373 2,802 2,300 14,700 3,140 UNITED STATES EQUITIES (28.4%) Financials (6.8%) Bank of America Corp. Citigroup Inc. McGraw Hill Financial Inc. Energy(6.2%) Kinder Morgan Inc. Valero Energy Corp. *Average cost includes transaction costs. See accompanying notes. 32 274,468 205,467 251,748 229,295 960,978 Fair Value $ 311,992 210,095 273,005 233,805 1,028,897 109,700 216,956 230,113 177,949 734,718 109,000 276,954 129,735 376,325 892,014 182,394 203,426 83,920 320,277 790,017 131,217 191,450 9,019 367,982 699,668 99,444 317,952 128,819 546,215 86,190 294,508 111,438 492,136 109,625 221,511 331,136 204,178 248,253 452,431 296,421 447,118 121,920 256,337 378,257 128,304 274,390 402,694 248,922 147,091 396,013 259,297 116,613 375,910 220,212 175,339 395,551 201,150 66,602 267,752 118,132 138,679 4,947,438 5,197,299 127,384 220,369 293,527 641,280 148,992 201,425 314,956 665,373 323,209 160,942 484,151 304,663 308,421 613,084 MARQUEST MUTUAL FUNDS INC. - FLEX DIVIDEND AND INCOME GROWTH™ SERIES FUND ANNUAL AUDITED FINANCIAL STATEMENTS | December 31, 2015 SCHEDULE OF INVESTMENT PORTFOLIO (CDN $) As at December 31, 2015 Number of Shares Average Cost* 2,120 3,620 UNITED STATES EQUITIES (CONT.) (28.4%) Consumer Staples (6.0%) Ingredion Inc. Wal-Mart Stores Inc. 243 2,201 Information Technology (4.5%) Alphabet Inc., Class A Western Digital Corp. 2,580 Health Care (3.8%) Johnson & Johnson 1,295 Consumer Discretionary (1.1%) Starbucks Corp. $ 247,490 293,390 540,880 Fair Value $ 282,239 308,250 590,489 217,835 275,392 493,227 262,618 183,598 446,216 328,333 368,136 81,172 107,987 TOTAL UNITED STATES EQUITIES 2,569,043 2,791,285 Total cost and fair value of investments (81.2%) Transaction costs (note 7) Total investments Other assets (net) (18.8%) Total net assets 7,516,481 (6,895) 7,509,586 1,845,818 9,355,404 $ 7,988,584 7,988,584 1,845,818 9,834,402 $ *Average cost includes transaction costs. See accompanying notes. PORTFOLIO CONCENTRATION (CDN $) % of Fund's Net Assets December 31, December 31, 2015 2014 10.17% 16.12% 10.60% 6.11% 13.35% 12.50% 11.77% 13.88% 8.29% 0.00% 10.46% 24.23% 7.26% 1.34% 1.41% 1.92% 4.10% 2.90% 3.82% 4.83% 18.77% 16.17% 100.00% 100.00% Sector Consumer Discretionary Consumer Staples Energy Financials Healthcare Industrials Information Technology Materials Telecommunication Services Utilities Other Assets Less Liabilities Total See accompanying notes. 33 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 1. THE FUNDS Marquest Mutual Funds Inc. (the “Corporation”), was incorporated by articles of incorporation, under the laws of Ontario on September 24, 2004. In addition to ten common shares issued upon incorporation, the Corporation has five series of mutual fund shares. The Funds are referred to individually as a “Fund” and collectively as the “Funds”. The Funds’ registered office is 161 Bay Street, Suite 4420, P.O. Box 204, Toronto, Ontario M5J 2S1. The Funds invest in Canadian and U.S. securities, Canadian and U.S. fixed income securities, Canadian short-term debt securities and derivatives. Most of the Funds’ equity investments are listed and traded on stock exchange markets in Canada and the U.S. although the Funds may also invest in private equity securities. Marquest Asset Management Inc. is the manager (the “Manager”) of the Funds. The Funds’ investment activities and administration are managed by the Manager. The Funds’ custodian is RBC Investor Trust Services. The Funds’ commencement dates of operations are as follows: Name of Fund Explorer Series Fund Energy Series Fund Canadian Flex™ Series Fund Resource Flex™ Series Fund Flex Dividend and Income Growth™ Series Fund Series A-Rollover 31-Jan-05 01-May-06 - Series A-Regular 05-Sep-08 09-Sep-10 24-Dec-07 11-Dec-07 19-May-09 Series F 24-Mar-08 06-Jan-08 05-Feb-08 13-Nov-09 Series Low load 24-Jun-08 20-Feb-08 - Series I 22-Aug-07 22-Aug-07 28-Oct-08 2. SIGNIFICANT ACCOUNTING POLICIES (a) Statement of Compliance These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of annual financial statements as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee and as required by Canadian securities legislation and the Canadian Accounting Standards Board. These financial statements were authorized for issue by the Manager on March 30, 2016. (b) Significant accounting judgments, estimates and assumptions The preparation of these financial statements requires the Fund Manager to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates The Funds hold financial instruments that are not quoted in active markets, including derivatives. Fair values may be determined using reputable pricing vendors (for derivatives) or indicated prices from market makers/brokers. Broker quotes as obtained from pricing sources may be indicative and not executable or binding. Securities not listed upon a recognized public stock exchange, or securities for which a last sale or closing price are unavailable or securities for which market quotations are, in the Manager’s opinion, inaccurate, unreliable or not reflective of all available material information, are valued at their estimated fair value, determined by using appropriate and accepted industry valuation techniques including valuation models. The estimated fair value of a security determined using valuation models requires the use of inputs and assumptions based on observable market data including volatility and other applicable rates or prices. The estimates include consideration of liquidity and model inputs related to items such as credit risk (both own and counterparty’s) and volatility. Changes in assumption about these factors could affect the reported fair value of financial instruments and the level where the instruments are disclosed in the fair value hierarchy. To assess the significance, the Funds perform sensitivity analysis of these estimates to the fair value of the fund holdings (see Note 10). (c) Functional and presentation currency These financial statements are presented in Canadian dollars (CAD) which is the Funds’ functional currency. The Funds’ subscriptions and redemptions are denominated in Canadian dollars (CAD). Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the prevailing rate of exchange on each valuation date. Purchases and sales of investments, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. Foreign exchange gains and losses on the sale of investments are included in "Net realized gain (loss) on sale of investments”. Unrealized foreign exchange gains and losses are included in "Change in unrealized appreciation (depreciation) in value of investments”. (d) Basis of measurement These financial statements have been prepared on a historical cost basis except for investments which are measured at fair value in the Statements of Financial Position. (e) Financial instruments The Funds recognize a financial asset or a financial liability when they become a party to the contractual provisions of the instrument. Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Fund commits to purchase or sell the asset. The Funds classify their financial assets and financial liabilities at initial recognition into the following categories, in accordance with IAS 39 Financial Instruments: Recognition and Measurement. 34 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 2. SIGNIFICANT ACCOUNTING POLICIES (continued) Financial assets and liabilities at fair value through profit or loss (FVTPL) The category of financial assets and liabilities at fair value through the profit or loss is sub-divided into: Financial assets and liabilities held for trading: financial assets are classified as held for trading if they are acquired for the purpose of selling and/or repurchasing in the near term. These assets are acquired principally for the purpose of generating a profit from short-term fluctuations in price. All derivatives, debentures and liabilities from short sales of financial instruments are classified as held for trading. The Fund’s policy is not to apply hedge accounting. Financial instruments designated as at fair value through profit or loss upon initial recognition. These financial assets and liabilities are designated upon initial recognition on the basis that they are part of a group of financial assets which are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Fund, as set out in the Fund’s simplified prospectus. Financial assets and financial liabilities at fair value through profit or loss are recorded in the Statements of Financial Position at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial assets and liabilities traded in active markets are based on quoted market prices at the close of trading on the reporting date. In circumstances where the close price is not within the bid-ask spread, management will determine the point within the bid-ask spread that is most representative of fair value. All transaction costs for such instruments are recognized directly in profit or loss. For all other financial instruments not traded in an active market, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances. Valuation techniques include discounted cash flow analysis and option pricing models, which considers factors such as the market value of the underlying security, strike price, volatility and terms of the warrants or options. Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the ‘financial assets or financial liabilities at fair value through profit or loss’ category are presented in the Statements of Comprehensive Income within other net changes in fair value of financial assets and liabilities at fair value through profit or loss in the period in which they arise. Interest and dividend earned or paid on these instruments are recorded separately in interest for distribution purposes and dividends revenue or expense. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Financial assets classified as loans and receivables are measured at amortized cost. Transaction costs are included in the initial carrying amount of the asset. Other financial liabilities This category includes all financial liabilities, other than those classified at fair value through profit or loss. Financial liabilities classified as other financial liabilities are subsequently measured at amortized cost. Transaction costs are included in the initial carrying amount of the liability. The Funds’ financial assets include investments, cash, investment income receivable, subscriptions receivable, receivable for investments sold and due from broker. The Company’s financial liabilities include accounts payables and accrued liabilities, redemptions payable, due to broker, management fees payable, performance fees payable and redeemable units. Classification of these financial instruments is as follow: Investments at fair value FVTPL Cash FVTPL Accrued interest receivable Loans and receivables Accrued dividends receivable Loans and receivables Receivable for investments sold Loans and receivables Receivable from other corporate classes Loans and receivables Other payables and accrued expenses Other financial liabilities Payable on redemption of redeemable units Other financial liabilities Payable for investments purchased Other financial liabilities Distribution payable Other financial liabilities Payable to other corporate classes Other financial liabilities Payable to manager Other financial liabilities 35 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 2. SIGNIFICANT ACCOUNTING POLICIES (continued) All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities • Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable • Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The breakdown into the three-level hierarchy is provided in Note 10. Financial assets are de-recognized when the rights to receive cash flows from the investments have expired or the Funds have transferred substantially all risks and rewards of ownership. The Funds derecognize a financial liability when its contractual obligations are discharged or cancelled, or expire. On de-recognition of a financial asset, the difference between the carrying amount of the asset and the consideration received is recognized in the Statements of Comprehensive Income. A financial asset at amortized cost is assessed at each reporting date to determine whether there is objective evidence of impairment. A financial asset or a group of financial assets is ‘impaired’ if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset(s) and that loss event(s) had an impact on the estimated future cash flows of that asset(s) that can be estimated reliably. Objective evidence that financial assets are impaired includes significant financial difficulty of the borrower or issuer, default or delinquency by a borrower, restructuring of the amount due on terms that the Fund would not otherwise consider, indications that a borrower or issuer will enter bankruptcy, or adverse changes in the payment status of the borrowers. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in the Statements of Comprehensive Income and reflected in an allowance account against receivables. If an event occurring after the impairment was recognized causes the amount of impairment loss to decrease, then the decrease in impairment loss is reversed through the Statements of Comprehensive Income. (f) Cash Cash in the Statement of Financial Position comprise cash on hand and short-term deposits in banks that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less. Short-term investments that are not held for the purpose of meeting short-term cash commitments and restricted margin accounts are not considered as ‘cash’. For the purpose of the Statements of Cash Flows, cash consist of cash defined above, net of outstanding bank overdrafts when applicable. (g) Redeemable participating shares Redeemable participating shares are redeemable at the shareholder’s option and are classified as other financial liabilities. They are measured at the redeemable amount. Net asset value per redeemable participating share of each series is calculated daily (unless such day is not a business day, in which case the last business day prior to such day is used) (each a "valuation day") by dividing the net asset value of each series by the outstanding shares of that series. The net asset value of each series is computed by calculating the fair value of the assets less liabilities of the series. (h) Provisions A provision is recognized if, as a result of a past event, the Funds have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. (i) Valuation of Redeemable Participating Shares The value at which shares are issued or redeemed is the Net Asset Value per share. Net asset value per share for each series is calculated at the end of each day on which the Funds’ Manager is open for business (“valuation day’) by dividing the net asset value (“Transactional NAV”) of each series by its outstanding shares. The net asset value of each series is computed by calculating the value of the series’ proportionate share of the Fund’s assets less the series’ proportionate share of the Fund’s common liabilities and less series-specific liabilities. Expenses directly attributable to a series are charged to that series while common Fund expenses are allocated to each series in a reasonable manner as determined by the Manager. Other income and realized and unrealized gains and losses are allocated to each series of the Fund based on that series’ pro rata share of total net asset value of that Fund. Amounts received on the issuance of shares and amounts paid on the redemption of shares are included on the Statement of Changes in Net Assets Attributable to Holders of Redeemable Shares. (j) Increase (decrease) in Net Assets Attributable to Holders of Redeemable Shares From Operations Per Share Increase (decrease) in net assets attributable to holders of redeemable shares from operations per share is based on the increase (decrease) in net assets attributable to holders of redeemable shares from operations attributable to each series of the Fund divided by the weighted average number of shares of that series outstanding during the year. 36 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (k) Investment Income Recognition Dividend Dividend income is recognized in the Statements of Comprehensive Income on the date on which the right to receive payment is established. For quoted equity securities, this is usually the ex-dividend date. For unquoted equity securities, this is usually the date on which the shareholders approve the payment of a dividend. Interest for distribution purposes Interest for distribution purposes as disclosed in the Statements of Comprehensive Income on debt securities at fair value through profit or loss is recognized on an accrual basis and represents the coupon interest received by the Funds accounted for on an accrual basis. The Funds does not amortize premiums paid or discounts received on the purchase of fixed income securities except for zero coupon bonds which are amortized on a straight line basis. Distribution income from investment trust Distributions from income trusts, mutual funds and REIT’s are recognized on the ex-distribution date and are recorded as income, capital gains or a return of capital, based on the best information available to the Manager. Distributions from investment trusts that are treated as a return of capital for income tax purposes reduce the average cost of the underlying investment. Distribution on redeemable shares Distributions on redeemable shares are presented as an expense within the Statements of Changes in Net Assets Attributable to Holders of Redeemable Shares. Realized and unrealized gains and losses Realized gains and losses on sale of investments, and unrealized appreciation and depreciation on investments, are calculated on an average cost basis. (l) Valuation of Investments I. II. III. (m) Securities listed upon a recognized public stock exchange are valued at their close prices on the valuation date. In circumstances where the close price is not within the bid-ask spread, management will determine the point within the bid-ask spread that is most representative of fair value. The close prices of securities that are subject to trading restrictions are discounted by 3%. Securities not listed upon a recognized public stock exchange, or securities for which a close price, last sale or bid price are unavailable or securities for which market quotations are, in the Manager’s opinion, inaccurate, unreliable or not reflective of all available material information, are valued at their estimated fair value, determined by using appropriate and accepted industry valuation techniques including valuation models. The estimated fair value of a security determined using valuation models requires the use of inputs and assumptions based on observable market data including volatility and other applicable rates or prices. In limited circumstances, the estimated fair value of a security may be determined using valuation techniques that are not supported by observable market data. Warrants which do not have a quoted close price are carried at the difference between the exercise price and the quoted close price of the underlying security if the exercise price is lower than the quoted close price. Investment Transactions Investment transactions are accounted for on the date the order to buy or sell is executed. Realized gains or losses from investment transactions and unrealized appreciation or depreciation are calculated on an average cost basis. (n) Derivative contracts The fair value of futures contracts fluctuates daily, and cash settlements made daily by the Funds are equal to the unrealized gains or losses on a “mark to market” basis. The unrealized gains or losses are recorded and reported as such until the Funds close out the contract or the contract expires. Margin paid or deposited in respect of futures contracts is reflected in the Statements of Financial Position. Any change in the margin requirement is settled daily. Realized gains and losses on the settlement of derivative contracts, (i.e. used to gain exposure to a particular market, security or currency) are included in income under “Income from derivatives”, in the Statements of Comprehensive Income. Unrealized gains and losses are included in “net change in unrealized appreciation (depreciation) in value of investments”, in the Statements of Comprehensive Income. (o) Options Certain Funds may write or purchase call and put options and futures and swaps. The premium received from writing a call or put option is recorded as a liability in the Statements of Financial Position. The premium paid from purchasing a call or put option is recorded as an asset in the Statements of Financial Position. The premium is valued at an amount equal to the fair value of the option that would have the effect of closing the position. The difference between the premium and the fair value is shown as unrealized appreciation (depreciation) in value of investments in the Statements of Comprehensive Income. When a written option expires, the Fund will realize a gain equal to the premium received. When a written option is closed, the Fund will realize a gain or loss equal to the difference between the proceeds and the premium received. When a written call option is exercised, the premium received is added to the proceeds from the sale of the underlying investment to determine the realized gain or loss. When a written put option is exercised, the premium received will reduce the cost of the investment the Fund purchased upon exercise of the option. When a purchased option expires, the Fund will realize a loss equal to the premium paid. When a purchased option is closed, the gain or loss the Fund will realize will be the difference between the proceeds and the premium paid. When a purchased put option is exercised, the premium paid is deducted from the proceeds from the sale of the underlying investments to determine the realized gain or loss. When a purchased call option is exercised, the premium received will increase the cost of the investment the Fund purchased upon exercise of the option. Payments received or paid upon early termination are recorded as “Income from derivatives” in the Statements of Comprehensive Income. The gain or loss that the Fund realizes when a written or purchased option is expired, closed or exercised is recorded as “Income from derivatives” in the Statements of Comprehensive Income. 37 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (p) Distributions to Shareholders Distributions are recorded by the Funds on the business day immediately following record date. (q) Transaction Costs Transaction costs are expensed and are included in “Transaction costs” in the Statements of Comprehensive Income. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of an investment, which include fees and commissions paid to agents, advisors, brokers, and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. 3. REDEEMABLE PARTICIPATING SHARES The Funds are authorized to issue an unlimited number of shares as follows: Name of Fund Explorer Series Fund Energy Series Fund Canadian Flex™ Series Fund Resource Flex™ Series Fund Flex Dividend and Income Growth™ Series Fund Series Available A-Rollover, A-Regular, F A-Rollover, A-Regular, F A-Regular, F, Low load DSC, I A-Regular, F, Low load DSC, I A-Regular, F, I During the years ended December 31, 2015 and December 31, 2014, the following shares were issued (including transfers from other series) and redeemed (including transfers to other series): December 31, 2015 Explorer Series Fund Series A-Rollover Series A-Regular Series F Energy Series Fund Series A-Rollover Series A-Regular Canadian Flex ™ Series Fund Series A Series Low load DSC Series F Series I Resource Flex ™ Series Fund Series A Series Low load DSC Series F Series I Flex Dividend and Income Growth ™ Series Fund Series A Series F Series I December 31, 2014 Explorer Series Fund Series A-Rollover Series A-Regular Series F Energy Series Fund Series A-Rollover Series A-Regular Canadian Flex ™ Series Fund Series A Series Low load DSC Series F Series I Resource Flex ™ Series Fund Series A Series Low load DSC Series F Series I Flex Dividend and Income Growth ™ Series Fund Series A Series F Series I Outstanding beginning of year Shares issued Shares redeemed Outstanding end of year 21,368,364 24,749 2,950 28,610,115 11,347 (32,587,657) (6,596) - 17,390,822 18,153 14,297 2,981,909 7,524 31,427 - (773,007) - 2,240,329 7,524 109,277 4,019 587 11,023 - (47,823) (2,245) (587) - 61,454 1,774 11,023 82,863 100 - - (21,835) - 61,028 100 - 519,896 184,864 5,000 183,902 11,682 - (169,525) (13,374) - 534,273 183,172 5,000 Outstanding beginning of year Shares issued Shares redeemed Outstanding end of year 19,984,646 32,115 2,950 33,852,113 1,332 - (32,468,395) (8,698) - 21,368,364 24,749 2,950 3,309,521 5,267 972,503 7,524 (1,300,115) (5,267) 2,981,909 7,524 142,471 5,711 5,595 11,023 947 - (34,141) (1,692) (5,008) - 109,277 4,019 587 11,023 92,835 100 21,331 22,859 - (32,831) (21,331) 82,863 100 - 539,535 166,301 5,000 127,880 24,522 - (147,519) (5,959) - 519,896 184,864 5,000 38 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 4. EXPENSES AND RELATED PARTY TRANSACTIONS The following summarizes the annual management fee for the Funds paid per annum on average Net Asset Value: Explorer Series Fund Energy Series Fund Canadian Flex™ Series Fund Resource Flex™ Series Fund Flex Dividend and Income Growth™ Series Fund Series A/Rollover and Regular 2.0% 2.0% 2.0% 2.0% 2.0% Series Low load DSC Series F Series I n/a n/a 1.5% n/a n/a 1.0% n/a 1.0% 1.0% 1.0% n/a n/a Negotiated Negotiated Negotiated As the Manager of the Funds, the Funds are dependent on Marquest Asset Management Inc. for administration and management of all matters relating to their operations. The Funds bear all of their own expenses relating to their operation and the carrying on of their businesses. These items include legal and audit fees, interest, and administrative costs relating to the issue and redemption of shares as well as the cost of financial and other reports and compliance with all applicable laws, regulations and policies. Brokerage commissions paid on securities transactions are not considered to be part of total expenses. The Manager has, at its discretion, the ability to waive certain expenses associated with some of the Funds. No fees were waived during the year ended December 31, 2014 and 2015. Amounts payable to and receivable from other corporate series are non-interest bearing and due on demand. These balances arose as a result of the Explorer Series Fund remitting the Corporation’s aggregate taxes owing on behalf of the Energy Series Fund and itself. These transactions are measured at the exchange amounts, and occur within the normal course of business. Included in the each of the Funds’ expenses in the Statements of Comprehensive Income, is the corresponding component of sales tax. The Harmonized Sales Tax (HST) combines the GST rate of 5% with the provincial sales tax of certain provinces. Each Fund’s HST rate is calculated using the proportionate investment holding by unitholder’s provincial residency as at September 30 of the prior year. HST rate are determined for expenses attributable to a Fund’s individual class/series, were applicable. From time to time, the Manager may earn fees and commissions on securities transactions in which the Fund participates. The fees and commissions are based on standard agreements at market prices. For the year ended December 31, 2015, approximately $828,551 (2014 - $934,503) was received by the Manager in related fees and commissions under the standing instructions given by the IRC. 5. TAXATION AND DISTRIBUTIONS (a) Taxation of Open-End Mutual Fund Corporations Under the Income Tax Act (Canada), the Corporation qualifies as a mutual fund corporation and computes its net income (loss) and net capital gains (losses) for income tax purposes as a single entity. A mutual fund corporation is subject to a special 33 1/3% tax on taxable dividends received from corporations resident in Canada and to tax at normal corporate rates on other income and net taxable realized capital gains for the year. The special 33 1/3% tax is refundable on payments of taxable dividends to shareholders at the rate of $1 for each $3 of such dividend paid. All the tax on net taxable realized capital gains is refundable when the gains are distributed to shareholders as capital gains dividends or through redemption of shares at the request of shareholders. While the Corporation is taxed as a single legal entity, the individual mutual fund share series recognize, for accounting purposes, the impact of current and future taxes based on the net income (loss) and increase (decrease) in net assets from realized and unrealized gains (losses), respectively, of each series. The mutual fund share series offsets the future tax liability for refundable taxes payable with the refund expected upon payment of capital gains or ordinary dividends or upon redemption of shares. As a result, the future tax liability for refundable taxes payable is eliminated. The mutual fund share series with negative taxable income does not recognize a tax asset for unused tax losses as future utilization is not probable and a full valuation allowance has been recorded. Further, unused tax losses of one mutual fund share series may be used to offset taxable income of another series. Therefore, where a mutual fund share series has positive net taxable income, the current tax liability has been offset with the utilization of unused tax losses from other series to the extent possible. Any residual taxable income would be refundable upon payment of capital gains or ordinary dividends by the Corporation. b) Losses Carried Forward Certain Funds have accumulated net realized capital and non-capital losses. Non-capital losses may be carried forward to reduce future taxable income for up to twenty years. There are no non-capital losses for carry forward. c) Withholding Taxes Certain Funds holding foreign securities may be subject to withholding tax, which are the taxes imposed by certain foreign countries for the investment income received from these securities. Withholding taxes are accrued based on the accrual of the related foreign investment income and are included in “Withholding taxes” on the Statements of Comprehensive Income and “Accrued liabilities” on the Statements of Financial Position. 6. BROKERAGE COMMISSIONS ON SECURITIES TRANSACTIONS No soft dollar services were included in the Transaction costs on the Statements of Comprehensive Income. 7. SECURITIES LENDING TRANSACTIONS The Funds have entered into a securities lending program with its custodian, RBC Investor and Treasury Services. The aggregate fair value of all securities loaned by a Fund cannot exceed 50% of the assets of the Fund. The Funds receive collateral of at least 105% of the value of the securities on loan. Collateral may comprise cash and/or securities. The aggregate fair value of securities loaned and collateral held under securities lending transactions at December 31, 2015 (2014- $nil) are as follows: December 31, 2015 Energy Series Fund Canadian Flex™ Series Fund Flex Dividend and Income Growth™ Series Fund Outstanding loans 14,498 $ 86,020 1,619,162 $ 39 Collateral amount 15,224 90,324 1,700,123 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 8. FUND MERGERS The acquisition method of accounting was adopted for the merger of mutual funds whereby the continuing fund is the acquiring fund and the terminated fund is the acquired fund. This identification was based on aspects of the continuing fund such as investment objectives and portfolio composition. Effective as of the close of business, as set out below, the continuing funds acquired the portfolio assets of the corresponding terminated funds in exchange for shares in the continuing fund. The value of the shares of the continuing fund issued in connection with these mergers was equal to the fair value of the investments transferred from the respective terminated funds. Merger Date Continuing fund Series Net Assets Acquired Shares Issued Exchange ratio Marquest Mining 2014 - I Super Flow Through LP 10/16/2015 Explorer Series Fund A-Rollover 424,072 1,188,543 72.8274 Marquest Mining Québec 2014 - I Super Flow Through LP 10/16/2015 Explorer Series Fund A-Rollover 1,770,399 4,961,880 116.9979 Marquest Mining B.C 2014 - I Super Flow Through LP 10/16/2015 Explorer Series Fund A-Rollover 61,858 173,369 45.0310 Marquest Mining Québec 2014 - II Super Flow Through LP 10/16/2015 Explorer Series Fund A-Rollover 463,311 1,298,518 83.7754 Marquest Mining 2014 - II Super Flow Through LP 05/11/2015 Explorer Series Fund A-Rollover 3,367,013 6,706,062 166.7345 Marquest Mining Québec 2014 - II Super Flow Through LP 05/11/2015 Explorer Series Fund A-Rollover 7,164,625 14,269,745 128.0717 Marquest 2013 – I Mining SFT LP – National Class 02/14/2014 Explorer Series Fund A-Rollover 1,271,745 1,291,636 7.2426 Marquest 2013 – I Mining SFT LP – Quebec Class 02/14/2014 Explorer Series Fund A-Rollover 3,824,777 3,884,600 7.7241 Marquest Minng Quebec 2013 - I SFT LP 04/24/2014 Explorer Series Fund A-Rollover 1,161,178 1,290,055 74.056 Marquest Mineralfields 2012 SFT LP 04/24/2014 Explorer Series Fund A-Rollover 7,797,303 8,662,707 44.7223 Marquest Mining 2013-I SFT LP 04/24/2014 Explorer Series Fund A-Rollover 828,719 920,696 69.7497 Terminating fund Marquest Mineralfields B.C. 2012 SFT LP 04/24/2014 Explorer Series Fund A-Rollover 1,162,448 1,291,466 48.0993 Marquest Mineralfields 2012-II SFT LP 04/24/2014 Explorer Series Fund A-Rollover 407,408 452,626 51.7288 Marquest Minng B.C. 2013 SFT LP 05/23/2014 Explorer Series Fund A-Rollover 1,255,060 1,451,944 75.2302 Marquest Energy Fields 2012 SFT LP 05/23/2014 Energy Series Fund A-Rollover 390,747 957,479 97.206 Marquest Mining 2013 - II SFT LP 10/24/2014 Explorer Series Fund A-Rollover 2,691,684 4,103,802 88.3488 Marquest Mining Quebec 2013 - II SFT LP 10/24/2014 Explorer Series Fund A-Rollover 6,887,128 10,500,272 102.0534 As a result of the mergers, in accordance with the Income Tax Act (Canada), all unrealized losses and certain elected unrealized gains of the terminating funds’ portfolios were realized on the merger date. The financial statements of the continuing funds do not include the operating results of the terminated funds prior to the merger date. 9. CAPITAL MANAGEMENT DISCLOSURES Shares issued and outstanding represent the capital of the Funds. The Funds have no restrictions or specific capital requirements and are authorized to issue an unlimited number of redeemable, transferable shares of each Series available, as specified in the Funds’ Simplified Prospectus. Restrictions and specific requirements on capital for each fund Series are only applicable for minimum subscriptions as outlined in the Simplified Prospectus. The Statements of Changes in Net Assets Attributable to Holders of Redeemable Shares and note 3 outline the relevant changes in each of the Fund’s shares for the year. In accordance with the Funds’ investment objectives, portfolio management of the Funds’ capital will encompass appropriate investing of subscriptions and the maintenance of sufficient liquidity levels for capital redemptions. 10. FINANCIAL INSTRUMENTS (a) Fair Value Financial instruments of the Funds include cash, dividend receivable, accrued interest receivable, receivable for investment securities sold, receivable from other corporate classes, accrued liabilities, payable for redeemable shares, payable for investment securities purchased, payable to other corporate class and due to manager. There are no significant differences between the carrying values of these financial instruments and their fair values due to their short term nature. Investments are carried at their fair values as described in note 2. 40 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 10. FINANCIAL INSTRUMENTS (continued) (a) Fair Value (continued) The following tables present the Funds’ financial instruments measured at fair value classified by the fair value hierarchy set out in IFRS 13 Fair Value Measurements as of December 31, 2015 and December 31, 2014: December 31, 2015 Explorer Series Fund Level 1 Level 2 Level 3 Total $ $ $ $ 3,556,671 51 21,918 3,578,640 Energy Series Fund 180,522 - 5,000 185,522 Canadian Flex™ Series Fund 456,657 - - 456,657 Resource Flex™ Series Fund 50,214 - - 50,214 7,988,584 - - 7,988,584 Level 1 Level 2 Level 3 Total $ $ $ $ 6,748,820 2,431,132 339,429 9,519,381 446,908 28,950 - 475,858 Flex Dividend and Income Growth™ Series Fund December 31, 2014 Explorer Series Fund Energy Series Fund Canadian Flex™ Series Fund 901,427 1,870 - 903,297 Resource Flex™ Series Fund 226,783 12,747 - 239,530 7,960,576 129,675 - 8,090,251 Flex Dividend and Income Growth™ Series Fund Fair values are classified as Level 1 when the related securities or derivatives are actively traded and a quoted price is available. If an instrument classified as Level 1 subsequently ceases to be actively traded, it is transferred out of Level 1. In such cases, instruments are reclassified into Level 2, unless the measurement of its fair values requires the use of significant unobservable inputs, in which case it is classified as Level 3. The Manager is responsible for performing the fair value measurements included in the financial statements of the Fund, including Level 3 measurements. The Manager obtains pricing from a third party pricing vendor as applicable, which is monitored by the Chief Investment Officer and the Chief Compliance Officer each day. At each financial reporting date, the Chief Financial Officer (CFO) of the Manager reviews and approves all Level 3 fair value measurements. Realized and unrealized gains and losses related to Level 3 securities are included in the Statements of Comprehensive Income under “Net realized gain (loss) on the sale of investments including foreign exchange gain (loss)” and “net change in unrealized appreciation (depreciation) in value of investments” respectively. Transfers in and out of Level 3 are due to the changes in the observability of market data, such as a recent new transaction or due to the passage of time, respectively. The following tables summarize the changes in Level 3 securities for the years ended December 31, 2015 and December 31, 2014: Explorer Series Fund $ 841,025 (501,596) 339,429 (317,511) 21,918 Total Level 3 value, December 31, 2013 Purchased Transfers out Sold Change in unrealized appreciation (depreciation) in value Total Level 3 value, December 31, 2014 Purchased Transfers in Sold Change in unrealized appreciation (depreciation) in value Total Level 3 value, December 31, 2015 Energy Series Fund $ 5,000 5,000 Certain Funds hold Level 3 securities in which there is uncertainty in estimating the fair value; stemming from current financial issues and lack of market quotations. Level 3 requires significant unobservable data in its determination of fair value. The Explorer Series Fund and the Energy Series Fund both hold private equity investments classified as level 3. The Explorer Series Fund and the Energy Series Fund have investments of $21,918 and $5,000 respectively in level 3 securities as at December 31, 2015. The fair value of the securities during the year was calculated using a key number of valuation techniques and unobservable inputs which may include; financial analysis of the company’s financial statements, financial disclosures, non-listed transaction prices, analysis of underlying commodity or sector prices and overall prevailing market and economic conditions. The Manager estimates fair values for these securities using the best information available as of December 31, 2015 and December 31, 2014. The following tables outline the estimates of fair values as well as ranges of these fair values using alternative assumptions that are reasonable in Management’s view. Impairment losses are reflected in the Funds’ Statements of Comprehensive Income in the “Change in unrealized appreciation (depreciation) in value of investments”. Securities transferred from Level 1 to Level 2 was $ nil during the year ended December 31, 2015 (2014 - $2,268,519) and were related to securities that have either been suspended on the public market for under 12 months or that have trading frequencies so low that are not considered to be traded in an active market. 41 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 10. FINANCIAL INSTRUMENTS (continued) (a) Fair Value (continued) Fair Value of Holdings Based On Alternative Assumptions December 31, 2015 Fair Value as Reported Explorer Series Fund Energy Series Fund 21,918 5,000 Fair Value of Holdings Based On Alternative Assumptions December 31, 2014 Fair Value as Reported Explorer Series Fund 339,429 Potential Range of Fair Value +25% -25% 101,296 - Potential Range of Fair Value +25% - -25% - (b) Risk Management and Disclosures The Funds’ investment activities expose them to a variety of financial risks. The schedule of investment portfolios present the securities held by the Funds as at December 31, 2015, and groups the securities by asset type, geographic region and/or market segment. Significant risks that are relevant to the Funds are discussed below. The sensitivity analyses shown in the notes below may differ from actual trading, and the differences could be material. The Manager seeks to minimize potential adverse effects of these risks on the Funds’ performance by employing professional, experienced portfolio advisers, daily monitoring of the Funds’ positions and market events; by diversifying the Investment Portfolios within the constraints of the investment objectives and periodically may use derivatives to hedge certain risk exposure. To assist in managing risks, the Manager also uses internal guidelines that identify the target exposure for each type of risk, maintains a governance structure that oversees the Funds’ investment activities and monitors compliance with the Funds’ stated investment strategies and securities regulations. (i) Market Risk Foreign exchange risk Foreign exchange risk is the risk that the value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Funds invest in securities and other investments that are denominated in currencies other than the Canadian dollar. Accordingly, the value of the Funds’ assets may be affected favourably or unfavourably by fluctuations in currency rates and therefore the Funds will necessarily be subject to foreign exchange risks. The primary purpose of the Funds’ foreign currency economic hedging activities is to protect against the volatility associated with investments and other assets and liabilities denominated in foreign currencies in the normal course of business. Certain Funds, in the normal course of operations will invest in securities in a foreign currency. Consequently, some of the assets and revenues are exposed to foreign exchange fluctuations. The tables below indicate the foreign currencies to which the Funds have significant exposure as at December 31, 2015 and December 31, 2014 in Canadian dollar terms. The tables also illustrate the potential impact to the Funds’ net asset value, as a result of a 5% change in these currencies relative to the Canadian dollar, the functional currency, with all other variables held constant. December 31, 2015 Canadian Flex™ Series Fund Currency Fair Value $ % of Net Assets attributable to holders of redeemable units % Potential Impact on Net Assets $ United States Dollars 167,140 28.63 8,357 Flex Dividend and Income Growth™ Series Fund United States Dollars 2,965,966 30.16 148,298 Interest rate risk Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The Funds’ are not exposed to interest rate risk. 42 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 10. FINANCIAL INSTRUMENTS (continued) (b) Risk Management and Disclosures (continued) (i) Market Risk (continued) Equity and other price risk Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate or foreign exchange risk). The investments of the Funds are subject to normal market fluctuations and the risks inherent in investment in financial markets. The maximum risk resulting from financial instruments held by the Funds is equivalent to the fair value of the financial instruments. The Manager moderates this risk through a careful selection of securities within specified limits and the Funds' market price risk is managed through diversification of the investment portfolio. The most significant exposure to other price risk arises from the Funds’ investments in equity securities. As of December 31, 2015 and December 31, 2014, had the prices on the respective stock exchanges for these securities raised or lowered by 10%, with all other variables held constant, net assets attributable to holders of redeemable shares would have increased or decreased respectively as follows: Fair Value of Investments in Equity Securities % of Net Assets Attributable to Holders of Redeemable Shares Potential Impact on Net Assets Attributable to Holders of Redeemable Shares $ % $ 3,578,640 66.1 357,864 Energy Series Fund 185,522 37.3 18,552 Canadian Flex™ Series Fund 456,657 78.2 45,666 Resource Flex™ Series Fund 50,214 28.4 5,021 7,988,584 81.2 798,858 Fair Value of Investments in Equity Securities % of Net Assets Attributable to Holders of Redeemable Shares Potential Impact on Net Assets Attributable to Holders of Redeemable Shares $ % $ 9,519,381 75.3% 951,938 475,858 55.3% 47,586 Canadian Flex™ Series Fund 903,297 88.7% 90,330 Resource Flex™ Series Fund 239,530 73.7% 23,953 8,090,251 83.8% 809,025 December 31, 2015 Explorer Series Fund Flex Dividend and Income Growth™ Series Fund December 31, 2014 Explorer Series Fund Energy Series Fund Flex Dividend and Income Growth™ Series Fund 43 Marquest Mutual Funds Inc. Notes to Financial Statements (expressed in Canadian Dollars) For the years ended December 31, 2015 and December 31, 2014 10. FINANCIAL INSTRUMENTS (continued) (b) Risk Management and Disclosures (continued) (i) Market Risk (continued) (ii) Liquidity Risk Liquidity risk is defined as the risk that the Funds will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Funds may invest in securities, which are not actively traded on a stock exchange. The fair values of these securities may not be indicative of what the Funds could realize on the immediate sale as it may take a significant amount of time to liquidate positions without causing a significant negative impact on the fair value. There can be no assurance that an active trading market for these securities will exist at all times, or that the prices at which these securities trade accurately reflect their values. Additionally for net asset value purposes, in accordance with securities regulation, the Funds must maintain at least 85% of their assets in liquid investments (i.e. investments that are traded in an active market and can readily be disposed of). In addition, the Funds have financial liabilities outstanding including accrued liabilities, due to manager, payable for redeemable shares redeemed, payable for investment securities purchased and payable to other corporate series. These financial liabilities are all current and are due within 30 days. Redeemable shares are redeemable on demand at the shareholders option. However, Management does not expect that all of the shares will be redeemed immediately as holders of these instruments typically retain them for a longer period. Liquidity risk is managed by investing the majority of the Fund's assets in investments that are traded in an active market and can be readily disposed of. On a weekly basis, quantitative monitoring measures are used to screen the Funds’ portfolio for securities that may be considered for potential reclassification as illiquid In addition, the Fund aims to retain sufficient cash to maintain liquidity. Accordingly, the Fund's liquidity risk is considered minimal. (iii) Credit Risk Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Funds. The Funds’ exposure to credit risk includes cash, investments, dividends receivable and receivables for investment securities sold. The Funds reduce their credit risk associated with cash by maintaining their primary bank accounts at large international financial institutions. All transactions in listed securities are settled for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligation. The Funds do not have a significant exposure to credit risk. (iv) Concentration Risk Portfolio concentration risk is the risk of loss in the total value of the portfolio investments of the Fund due to an over-concentration of investments in a particular instrument, sector or country. A summary of the Portfolio’s concentration risk by industry sector as at December 31, 2015 and December 31, 2014, is shown in Fund’s Schedule of Investment Portfolio.) 11. RECONCILIATION OF NET ASSET VALUE In accordance with Canadian securities regulations, a reconciliation between the net asset value and the net assets of an investment fund is required for financial reporting periods. For investments that are traded in an active market where quoted prices are readily and regularly available, IFRS 13, Fair Value Measurements requires that where an asset or a liability measured at fair value has a bid price and an ask price, the price within the bid-ask spread that is most representative of fair value in the circumstances shall be used to measure fair value regardless of where the input is categorized within the fair value hierarchy, rather than the use of closing sale prices currently used for the purpose of determining net asset value. The Fund uses last traded close price unless the close price falls outside the bid-ask spread. As at December 31, 2015 and December 31, 2014 there were no differences between the net asset value per share and the net asset per unit per share of the funds. 12. FUTURE ACCOUNTING PRONOUNCEMENTS IFRS 9 Financial Instruments was issued in final form in July 2014 by the IASB and will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 also includes requirements relating to a new hedge accounting model, which represents a substantial overhaul of hedge accounting which will allow entities to better reflect their risk management activities in the financial statements. The most significant improvements apply to those that hedge non-financial risk, and so these improvements are expected to be of particular interest to non-financial institutions. IFRS 9 is effective for annual periods beginning on or after January 1, 2018. The Manager is currently assessing the impact on the financial statements of adopting IFRS. 13. SUBSEQUENT EVENTS NOTE On March 24, 2016, the Marquest Mutual Funds Inc., Canadian Flex Series Fund and Resource Flex Series Fund was terminated. 44 TORONTO 161 Bay Street Suite 4420, P.O. Box 204 Toronto, ON M5J 2S1 Phone 416.777.7350 Toll Free 1.877.777.1541 MONTREAL 1155 Robert-Bourassa Boulevard Suite 905 Montreal, QC H3B 3A7 Phone 514.227.0666 Toll Free 1.866.687.9363 VANCOUVER 1055 West Hastings Suite 300 Vancouver, BC V6E 2E9 Phone 604.895.7281 CLIENT SERVICES Phone 416.365.4077 Toll free 1.888.964.3533 clientservices@marquest.ca WWW.MARQUEST.CA